Terms & Conditions

Last update: 29th December, 2020

1.1 Introduction

1.1.1 Welcome to the Platform (as the term is hereinafter defined). The use of the Platform is subject to the terms and conditions set out herein (the "Terms & Conditions"). The Subscriber (as the term is hereinafter defined) is advised to read the Terms & Conditions carefully. By signing the acceptance form below, the Subscriber agrees to comply with and be bound by the Terms & Conditions, which shall govern its use of the Platform.

1.1.2 Ideation House Limited ("PayPaddie") is a limited liability company incorporated under the laws of the Federal Republic of Nigeria.

1.1.3 PayPaddie is engaged in the business of developing, deploying, operating, managing and implementing payment and financial technology products, solutions and services.

1.1.4 The Platform is developed by PayPaddie to offer various stakeholders in the agency banking sector of the financial services industry, a platform to transact, monitor and process payment transactions ("Transactions") done on behalf of Customers (as the term is hereinafter defined).

1.1.5 The Terms & Conditions apply to the grant of access to and use of the Platform by the Subscriber. Upon acceptance and creation of an Account (as the term is hereinafter defined), the Subscriber will be granted Access (as the term is hereinafter defined) to the Platform

1.1.6 PayPaddie reserves the right to update and amend the Terms & Conditions, and to develop and modify the Platform, by providing the Subscriber with 14 days’ notice by email or as a pop-up message on the Platform. The continued use of the Platform by the Subscriber after notification of such changes and amendments shall constitute the Subscriber’s consent to such changes and amendments.

1.2 Definitions

1.2.1 Unless the context otherwise requires, the following words and expressions with their first letters capitalized used in the Terms & Conditions, shall have the meaning given to each of them in the table below:

"PayPaddie" means Ideation House Limited, the developer, owner, and operator of the Platform.

"Acceptance Date" means the date on which the Terms & Conditions are accepted by the Subscriber.

"Access Date" means the date Access is granted by PayPaddie to the Subscriber and shall where applicable, be a day no later than 48 hours following the fulfilment of all Conditions Precedent by the Subscriber.

"Access" means the non-exclusive, non-transferrable, non-sub licensable right that PayPaddie grants to the Subscriber and its Customers, to use the Platform for the processing and management of Transactions, in accordance with the Terms & Condition, and will include the right by the Subscriber to create Log-in-Credentials.

"Account Content" means all data uploaded by the Subscriber on its Account and all resultant data subsequently added to that Account by the Platform.

"Account" means the account created upon completion of registration on the Platform and acceptance of the Terms & Conditions, through which the Subscriber can access the Platform.

"Agent" has the meaning given to it in the Regulatory Framework for Licensing of Super-Agents in Nigeria issued by the CBN, and for this purpose will also mean those Agents signed up under the Subscriber, to conduct Transactions on the Platform.

"AML/CFT" means Anti-Money Laundering and Combating Financing Terrorism.

"Applicable Laws" means the constitution, all extant statutes, laws, rules, regulations, ordinances, judgments, orders, decrees, permits, guidelines, circulars, published directives, requirements, or other governmental or regulatory rules or restrictions which has the force of law, or any determination or interpretation of any of the foregoing by, any judicial authority, binding on PayPaddie and the Subscriber, whether in effect as of the date hereof or as of any date thereafter, including the CBN act and all extant regulations and circulars issued by the CBN.

"Arbitration Act" means the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria, 2004.

"Authorization" means in the case of a Subscriber that is: (a) a Super-Agent, its Super-Agent Licence; (b) a Mobile Money Operator, its Mobile Money Licence; or (c) a Sub-Agent, a letter of authorization or any similar document from a Super-Agent, Mobile Money Operator or its Merchant Acquirer.

"CBN" means the Central Bank of Nigeria.

"Conditions Precedent" means the conditions set out in Section 2.3 which must be fulfilled by the Subscriber prior to the grant of Access by PayPaddie.

"Confidential Information" means all of the following which is disclosed, directly or indirectly by a Party (the "Disclosing Party") to or received by the other Party (the "Receiving Party") in the course of discussions, the provisioning of the services under this Terms & Conditions or other work undertaken by the Parties during the performance of this Terms & Conditions, whether in oral, written, graphic, electronic or other form or by other media, and relating in any way to the Disclosing Party’s technical and business information concerning products, features, know-how, data, process, technique, program, software and source code, design , drawing, formula, test, work in process, engineering patents, patent applications, research and development plans, manufacturing, marketing, financial or personnel matter, or sales, investor or business information, business methods or operations, business models or plans, or other like business information and/or intellectual property matters of the Disclosing Party which (1) contains a marking (such as "confidential", "proprietary" or "For Internal Use Only") indicating its confidential nature; (2) is designated confidential or proprietary expressly or by the circumstance under which it is provided; or (3) is known or reasonably should be known by the Receiving Party to be confidential or proprietary. Confidential Information shall not include information, which can be clearly demonstrated to be: a) generally known or available to the public, through no act or omission on the part of the Receiving Party; b) provided to the Receiving Party by a third party without any restriction on disclosure and without breach of any obligation of confidentiality to a Party to this Terms & Conditions, or independently developed by the Receiving party without use of the Confidential Information; c) has been approved for release to the public by written authorization of the Disclosing Party; or d) the Receiving Party receives a request to disclose the terms of this Terms & Conditions under the terms of a subpoena or an order issued by a court of competent jurisdiction, provided that the Party subpoenaed or ordered by the court notifies the other Party promptly of the terms and circumstances surrounding such a request.

"Customer" means a customer of the Subscriber or the Subscriber’s Agent on whose behalf a Transaction has been, will be or is being conducted on the Platform.

"Force Majeure" means circumstances beyond the control of a Party and resulting in or causing a failure or delay by or hindrance to or interference with a Party’s fulfillment, either wholly or in part, or any of its obligations under this Terms & Conditions which circumstances cannot be prevented or overcome by the exercise of due diligence by the Party concerned and shall, without prejudice to the generality of the foregoing be deemed to include the following: a) compliance with any law, regulation, order or demand or any other act of any Government, Government agency, national, local or other authority or anybody or person holding itself out to be or act for such authority; b) national Strikes, Nation-wide boycotts, lockouts, and other Nation-wide industrial disturbances; c) acts of God, arrests and restraints of all governments and people, civil disturbances, or explosions and technical failure of such a nature that could not be, reasonably, foreseen and not attributable to any negligence or technical incompetence.

"Intellectual Property Rights" means all present and future rights, title and interest in (1) patents, utility models, designs (whether registered or unregistered), trademarks, service marks, corporate names, trade and business names, domain names, copyrights, get-up, logos, rights to software, databases, inventions, semiconductor topography rights, moral rights, trade secrets, confidentiality and other proprietary rights including rights to know-how and other technical or commercial information, rights in the nature of unfair competition rights, rights to sue in passing off; (2) the benefit of all registrations, applications to register any of the foregoing and rights to apply for such registrations; and (3) any and all other rights similar or analogous to any of the foregoing whether arising or granted in any jurisdiction.

"KYC" means Know Your Customer.

"Licenced Bank" means a bank operating in Nigeria under a banking licence issued to it by CBN.

"LMDC" means the Lagos State Multi-Door Courthouse.

"Log-in Credentials" is defined in Section 2.1.1.

"Mobile Money Licence" has the meaning given to it in the Guidelines on Mobile Money Service in Nigeria issued by the CBN.

"Mobile Money Operator" has the meaning given to it in the Guidelines on Mobile Money Service in Nigeria issued by the CBN, and will include for this purpose, an approval-in-principle issued by the CBN.

"MSC" means the industry merchant service charge, charged per Transaction, on the use of point of sale terminals, which is currently 0.5% of Transaction Value, and which may be amended from time to time by the CBN.

"Overriding Government or Regulatory Action" means any law, subsidiary legislation, policy, directive, communication or other act by any government including the government of Nigeria, a state government, a local government, or any agency, parastatal or department of government, or any person having regulatory or supervisory authority, which affects either of the Parties and necessitates any deviation from the provisions of this Terms & Conditions.

"Payment Schedule" means the schedule containing fees payable and payment timelines and processes agreed upon by PayPaddie and the Subscriber prior to the Acceptance Date and annexed hereto as Annexure A, as same may be amended from time to time.

"PCI DSS" means Payment Card Industry Data Security Standards.

"Permitted Transactions" means Transactions that are permitted to be carried out on the Platform and will include those set out in Section 3.1.

"Platform" means the PayPaddie Agent Network Platform (including all components thereof, on an individual and collective basis) which can be accessed at a web address or such other designated URL as PayPaddie may assign from time to time.

"Prohibited Transactions" is defined in Section 3.2 hereof.

"Service Fee" means the fee due and payable to PayPaddie per Transaction, in accordance with Section 2.4 and Annexure A.

"Sub-Account" shall mean any account created by PayPaddie(upon the instruction of the Subscriber), on the back of the Account created for a Subscriber, through which the Subscriber’s major Customers can access the Platform.

"Sub-Agent" has the meaning given to it in the Regulatory Framework for Licensing of Super-Agents in Nigeria issued by the CBN.

"Subscriber" Means [insert].

"Super-Agent Licence" has the meaning given to it in the Regulatory Framework for Licensing of Super-Agents in Nigeria issued by the CBN, and will include for this purpose, an approval-in-principle issued by the CBN.

"Super-Agent" has the meaning given to it in the Regulatory Framework for Licensing of Super-Agents in Nigeria issued by the CBN.

"Terms & Conditions" means this Terms & Conditions for access to and use of the Platform, as same may be amended from time to time.

"Territory" means the Federal Republic of Nigeria.

"Transaction Charge" means the total fee payable by an Agent signed-up under the Subscriber for every Transaction conducted on the Platform on behalf of the Customers.

"Transaction Value" means the total amount involved in a Transaction.

"Transaction" is defined in Section 1.1.4 hereof.

Interpretation and Rules

1.3.1 Unless the context otherwise requires: a) the singular includes the plural and vice-versa; b) the expressions "including", "includes" and "include" have the meaning as if followed by the phrase "without limitation" or "but not limited to", as applicable; c) where a word or phrase is defined, its other grammatical forms have a corresponding meaning; d) no rule of construction is to apply to the disadvantage of a party on the basis that such party drafted the whole or any part of the Terms & Conditions; e) reference to any statute or regulation includes that statute as same may be amended from time to time and any other statute or regulation in force now or after the Acceptance Date, which modifies, re-enacts, extends, or is made under it; f) the annexes and schedules form an integral part of this Terms & Conditions; g) "days" shall mean "consecutive calendar days", it being understood that all dates and time periods referred to in this Terms & Conditions relate to the Gregorian calendar. "Business Days" shall mean Mondays to Fridays, other than public holidays in which banks are closed for business in Nigeria; h) references to persons include references to natural persons, firms, companies, corporations, associations, organizations and trusts (in each case whether or not having separate legal personality); but references to an individual refers to a natural person only; and i) the headings of the several Sections of this Terms & Conditions are inserted for convenience of reference and in no way define, describe, limit or aid in the construction of the scope, extent or intent of this Terms & Conditions or any term or provision hereof.

1.3.2 The esjudem generis rule of construction shall not apply to this Terms & Conditions and accordingly unless as otherwise indicated in this Terms & Conditions, the meaning of a general word is not to be restricted by particular examples preceding or following the general word.

Subscription and Access

2.1.1 Subject to the fulfilment of the Conditions Precedent and upon acceptance by the Subscriber of this Terms & Conditions, PayPaddie shall grant to the Subscriber on the Access Date, Access to the Platform for the purpose of processing and managing Transactions on behalf of its Agents or Customers. Upon acceptance of the Terms & Conditions, the Subscriber shall be permitted to create an Account on the Platform with its own unique log-in-details (the "Log-in Credentials").

2.1.2 Access is granted to the Subscriber and its employees only and not to any third parties. The Subscriber and its employees will effect and maintain adequate security measures to safeguard against access to or use of the Platform by unauthorized persons (including without limitation, safeguarding its Log-in Credentials and other security arrangements). The Subscriber must immediately notify PayPaddie if its Log-in Credentials have been compromised.

Sub-Accounts

2.2.1 PayPaddie may upon special consideration permit the creation of Sub-Accounts for one or more of the Subscriber’s Agents or Customers, in which case, the provision of this Agreement shall apply to the newly created Sub-Accounts unless otherwise agreed upon by the Parties.

2.2.2 The Subscriber shall retain its rights, obligations, and liabilities under this Terms & Conditions in relation to any Sub-Account created pursuant to this Section, it being agreed by the Parties that: a) The Terms & Conditions is binding on both PayPaddie and the Subscriber, consequently, the Subscriber is responsible for (i) ensuring that its Agents or Customers adhere to the terms of this Terms & Conditions, and (ii) creating, nurturing and maintaining its relationships with its Agents or Customers; and b) PayPaddie is not a party to any agreement between the Subscriber and its Agents or Customers and shall not be directly liable to the Agents or the c) Customers for the due performance of its obligations hereunder

2.3 Conditions Precedent

2.3.1 Prior to the grant of Access to the Subscriber and no later than five Business Days from Acceptance Date, the Subscriber shall: a) duly complete and share with PayPaddie, the client profile form annexed to this Terms & Conditions as Annexure C; b) provide to PayPaddie, all the supporting documents as set out in the client profile form; and c) its Authorization.

2.3.2 Additionally, the Subscriber is expected to provide to PayPaddie upon request and prior to the grant of Access, a duly completed activation form containing information that will be profiled on the Subscriber’s Account on the Platform.

2.3.3 Nothing in this Terms & Conditions shall be construed to oblige PayPaddie to grant Access to the Subscriber until the Conditions Precedent are fulfilled.

2.3.4 The provisions of this Section 2.3.1 shall not apply to a Subscriber that is a Licenced Bank.

2.4 Payment Terms

2.4.1 In consideration for the fulfilment of its obligations hereunder, PayPaddie shall be entitled to the Service Fee set out in the Payment Schedule.

2.4.2 The Parties hereby agree that the Service Fee is based on the current value of the MSC as stipulated by the CBN, and accordingly, the Parties will meet in good faith to revise the Service Fee where there is a reduction or increase in the value of the MSC.

2.4.3 Without prejudice to the provisions of Section 2.4.2 above, Parties shall where necessary, meet annually in good faith to review all charges set out in the Payment Schedule and to agree what changes (if any) are required to make the charges more competitive and to bring them in line with industry standards and requirements.

2.4.4 The Payment Schedule may be amended in writing by both Parties by completing and signing the Addendum annexed to this Agreement as Annexure B.

2.5 Technical Support

2.5.1 PayPaddie shall provide technical support to the Subscriber where required in relation to the use of the Platform. To this end, the Subscriber may reach PayPaddie’s customer service unit on 070PayPaddieon Monday to Saturday between 9 am to 5 pm or via email at anpsupport@globalPayPaddie.com.

2.5.2 PayPaddie will respond to complaints by the Subscriber within twenty-four hours.

2.6 Temporary Suspension of Access

2.6.1 PayPaddie reserves the right to modify, partially or completely suspend the Access, to the extent necessary to: a) ensure the security and stability of the Platform in accordance with Applicable Laws; b) carry out repairs and maintenance of the Platform and to implement relevant updates to the Platform; and c) add new or enhance features and functionalities of the Platform when required

2.6.2 Excluding cases of suspension of Access resulting from unplanned and unpredictable service disruptions, PayPaddie will notify the Subscriber of the suspension of Access, 24 hours prior to the suspension.

3 TRANSACTIONS

The following are the Permitted Transactions: a) Cash deposit and withdrawal b) Bills payment (utilities, taxes, tenement rates, subscription, etc.). c) Funds transfer services (local money value transfer) d) Balance enquiry e) Agent mobile payments/banking services f) Cash disbursement and cash repayment of loans g) Any other activity as the CBN may from time to time prescribe

3.2 Prohibited Transactions

3.2.1 Notwithstanding anything to the contrary in this Terms & Conditions, it shall be the responsibility of CBN and the Subscriber to determine, based on customer risk assessment, which services the Subscriber may provide to its Customers on the Platform.

3.2.2 No Subscriber may process or manage Transactions that are prohibited, or it is not allowed to process and manage, under Applicable Laws (the "Prohibited Transactions")

4 PARTIES’ OBLIGATIONS

The Subscriber shall: a) use the Platform only for conducting on behalf of its Customers and Agents, Transactions which fall within the definition of Permitted Transactions and do not fall within the definition of Prohibited Transactions, in accordance with Applicable Laws, global best practices and its contractual obligations to third parties; b) not transfer, assign or in any manner give to third parties, any rights over the Access or the Account, except as otherwise set out in this Terms & Conditions; c) perform sufficient and appropriate due diligence procedures, AML/CFT and KYC procedures on its Agents and ensure that the Agents perform sufficient and appropriate due diligence, AML/CFT, and KYC procedures on the Customers in accordance with Applicable Laws and processes laid down by its regulator(s), for every transaction that it may carry out via the Platform; and d) reasonably co-operate with PayPaddie in connection with any support services required to be provided by PayPaddie to the Subscriber for the operation and maintenance of the Platform.

4.2 PayPaddie’s

PayPaddieshall be responsible for: a) the security of the data related to the payment instrument that is transmitted on behalf of the Subscriber, the Agents and the Customers on the Platform; b) configuring of pricing and transactions fees based on this Terms & Conditions; and c) settlement of the Subscriber’s commission or revenue, where and when applicable.

5 REPRESENTATIONS, WARRANTIES AND INDEMNITIES

5.1.1 By subscribing to the Platform and accepting the Terms & Conditions, the Subscriber represents, and warrants to PayPaddie that: a) it is duly qualified under the Applicable Laws and has full power, authority and capacity to carry on the Transactions on the Platform and has taken the requisite steps for this purpose; b) it has obtained all authorizations required for the conduct of the Transactions on the Platform; c) the Terms & Conditions constitute and expresses its legal, valid and binding obligations and is enforceable against it in accordance with the conditions and terms herein stipulated; d) it has not in completing the registration forms on the Platform, provided information which are false, inaccurate, misleading or incomplete; e) it shall use the Platform only for purposes of offering to its Customers within the Territory, Transactions which fall within the definition of Permitted Transactions and shall not use the Platform for any of the Prohibited Transactions; f) it shall not to reverse engineer, disassemble or decompile the Platform, or any of its parts, identify or attempt to identify any source codes, algorithms, methods or techniques used or reflected in the Platform; g) it shall not take actions or omissions that may expose PayPaddie to credit risk, risk of fraud, breach of duties related to anti-money laundering and terrorist financing or other statutory obligations or to a sudden increase of risk (assessed pursuant to the procedures adopted by PayPaddie based on the information available); and h) it shall comply with Applicable Laws and global best practices.

5.1.2 PayPaddie represents and warrants that Upon acceptance of the Terms & Conditions by the Subscriber: a) it will grant the Subscriber, Access to the Platform; b) it will ensure that transaction information and Account Content is transmitted in a secure manner and will ensure the highest level of security of the Transactions and confidentiality of personal data, transaction data, and Customers’ data in accordance with the PCI DSS; and c) it will ensure that the technology deployed comprises a set of interoperable infrastructure modules that work seamlessly.

5.2 Indemnity and Liability

5.2.1 Access is granted "as is" without any warranty whatsoever, other than as expressly stated in this Terms & Conditions.

5.2.2 Subject to the limitations set out in this Section 5.2, PayPaddie shall be liable for losses occasioned to the Subscriber as a result of its willful misconduct or gross negligence, provided that the total contractual and non-contractual liability of PayPaddie for all claims of any kind arising as a result of or related to the Access granted and to the use of the Platform, or to any act or omission of PayPaddie, shall not exceed an amount equal to the amount actually paid by the Subscriber to PayPaddie or received by PayPaddie pursuant to Transactions conducted by the Subscriber, its Agents or its Customers on the Platform, during the last 90 days period preceding the date when PayPaddie is held to be liable for such claims.

5.2.3 The Subscriber shall release, indemnify and hold harmless PayPaddie, from and against any loss or damage and directly related expenses arising out of or related to claims by third parties or its own employees against PayPaddie, arising in connection with or as a result of a) its representations above or any part thereof being untrue; b) a breach of its warranties or failure to fulfil its obligations under this Terms & Conditions; c) the wilful misconduct or negligent acts or omissions of the Subscriber, its directors, officers, employees, agents and affiliates, in connection with the services being provided under this Terms & Conditions; d) the commission of fraud or other unlawful acts by the Subscriber, its directors, officer, employees, agents, and affiliates on the Platform; e) the Subscriber’s inability to preserve the integrity of its Log-in Credentials, issues with customer identity authentication, or failure to maintain adequate security procedures on its premises; f) PayPaddie’s reliance on the Subscriber’s information as set out in Section 5.2.4 below.

5.2.4 In no event shall PayPaddie be liable with respect to any loss, liability, cost, damage or expense arising out of a claim by the Subscriber or by third parties in connection with the data, computations, and services provided and/or performed by PayPaddie under this Terms & Conditions to the extent that such data, computations and/or services in relation to which such claim arises were provided and/or performed in accordance with: a) the Subscriber’s written requirements and/or instructions in such regard; b) the details provided in the client profile form; or c) other information provided by the Subscriber to PayPaddie in connection herewith.

5.2.5 PayPaddie shall not be liable for providing transactional data concerning Permitted Transaction performed by the Subscriber on the Platform. The Subscriber is entirely responsible for the correctness and proper format of Account Content and data entered into the Platform.

5.2.6 There may be contractual or technical limitations or restrictions to the use of the Platform imposed by third parties. While PayPaddie bears responsibility for the proper performance of the Platform, it shall not be liable for the inability to complete a transaction on the Platform that arises due to the fault of those third parties.

5.2.7 PayPaddie does not warrant that all tools, services, data and reports will be accessible 100% of the time, nor does it warrant that it will be able to continue to provide access to all tools, services, data and reports. Some of the tools, services, data and reports are produced by accessing third-party data sources and no warranty is expressed or implied that access to these services will be available in the future as such services may be withdrawn or modified at any time and without notice by such third parties.

5.2.8 PayPaddie is not a party to any agreement between the Subscriber and its Agents or Customers or its other service providers, agents and employees and shall not be liable for the due performance of obligations by any of these entities.

5.2.9 Without limiting the foregoing, PayPaddie specifically disclaims all warranties and representations as the publisher of any content transmitted on or in connection with the site or sites that may appear as links on the Platform, including without limitation any warranties of merchantability, fitness for a particular purpose or non-infringement of third-party rights.

5.2.10 No oral advice or written information given by PayPaddie or any of its subsidiaries, affiliates, employees, officers, directors, agents or the like shall create a warranty.

5.2.11 In no event, shall PayPaddie be liable to the Subscriber for any claims for indirect, consequential, incidental, special, exemplary or punitive damages of any nature whatsoever including loss of revenue or profits, goodwill, use, data, future business, anticipated profit claims of third parties, cancellation of contracts, intangible losses (even if PayPaddiehas been advised of the possibility of such damages).

5.2.12 The Subscriber acknowledges that it is intended that PayPaddie has the benefit of the limitation and exclusion of liability under this Terms & Conditions when engaging with Agents and Customers. Accordingly: a) the Subscriber must ensure that all claims in connection with this Terms & Conditions are made by the Subscriber; and b) the Subscriber may assume liability to the Agents or Customers in respect of any loss to the Agents or Customers, to the extent that PayPaddie would have liability to the Subscriber if the loss had been suffered by the Subscriber (but the Subscriber assumes any additional liability at its own risk).

6 CONFIDENTIAL INFORMATION AND RELATED MATTERS

6.1.1 The Parties agree that they shall not directly or indirectly disclose or communicate Confidential Information to any third party, except as herein provided.

6.1.2 Each Party shall protect such information from disclosure by reasonable means, including to at least the same minimal level of security that each Party uses for its most crucial proprietary and trade secret information. Parties shall reasonably protect the Confidential Information with no less than the same degree of care exercised by its own personnel to protect its own, or publication of its own most valuable confidential and proprietary information.

6.1.3 The Parties shall permit access to Confidential Information disclosed under this Terms & Conditions to its agents or employees or third parties only if such disclosure is reasonably believed to be necessary to the purposes of the Party evaluating, contemplating, recommending, or engaging in any program or service offered by the other Party or for the purpose of entering into a business relationship with the other Party, and only if said agents, employees, or third parties: a) reasonably require access to the Confidential Information for purposes approved by this Terms & Conditions, and b) have been apprised of this Terms & Conditions and the Receiving Party’s obligations to maintain the trade secret status of Confidential Information and to restrict its use as provided by this Terms & Conditions.

6.2 Privacy and Data Protection

6.2.1 PayPaddie is firmly committed to protecting the privacy of Account Content. As such, PayPaddie shall ensure the protection of any data entered by the Subscriber on the Platform in accordance with PCI DSS.

6.2.2 Each Party agrees to comply with all applicable privacy and data protection laws, rules and regulations in connection with performing its obligations, responsibilities, and duties which are connected to this Terms & Conditions.

6.2.3 Each Party shall implement and maintain comprehensive written information security policies, procedures and processes that comply with all applicable privacy and data protection laws and that include technical, physical, operational and organizations measures and safeguards designed to (i) ensure the security and confidentiality of third party’s personal data; and (ii) protect against any actual, anticipated or suspected loss of or threats to personal data or unauthorized or unlawful processing of any personal data.

6.3 Non-Solicitation

6.3.1 Until the termination or expiration of this Terms & Conditions, the Subscriber shall not directly or indirectly (a) encourage PayPaddie’s employees or service providers to stop working for PayPaddie; or (b) encourage PayPaddie’s customers (including customers’ merchants and agents) to stop doing business with PayPaddie.

6.3.2 Each Party shall not during the term of this Terms & Conditions and for 12 months after the expiration of this Terms & Conditions, without the written consent of the other Party, directly or indirectly solicit or offer employment for engagement to any personnel of the other Party directly involved with the performance of that Party’s obligations hereunder.

6.4 Intellectual Property

6.4.1 The Access hereby granted does not transfer to the Subscriber or any of its Agents or Customers, title to or licence to PayPaddie’s rights to the Platform or to any Intellectual Property Rights.

6.4.2 The Access is limited to the Platform with its current components and in its current version, it shall not be deemed to extend or to include any programme or material that belongs to PayPaddie other than the Platform.

6.4.3 PayPaddie’s intellectual property shall not be used in connection with products or services of third parties in any way which may be confusing for clients or potential clients.

6.4.4 Without limiting the foregoing, PayPaddie grants to the Subscriber together with the Access and at no additional cost, a non-exclusive and non-transferable license to use PayPaddie’s name and logo to inform its Agents and Customers of its cooperation with PayPaddie and the possibility of conducting Transactions via the Platform.

7 TERM & TERMINATION

Access shall commence on the Access Date and shall continue until the Subscriber’s Account is deleted in accordance with this Terms & Conditions.

7.2 Deletion and Termination

7.2.1 The Subscriber may at any time, delete its Account on the Platform.

7.2.2 PayPaddie may delete the Subscriber’s Account upon giving 30 days’ notice to the Subscriber where: a) the Subscriber makes use of the Platform for any of the Prohibited Transactions; b) the Subscriber carries an unacceptable amount of risk, including credit or fraud risk; c) the Subscriber is in breach of any provisions of the Applicable Laws or is likely to be in breach; d) it is required to do so by a CBN, or any other regulator; e) there exists in PayPaddie’s sole opinion, any other legal, reputation, regulatory or risk-based reason for doing so; or f) this Terms & Conditions is otherwise terminated in accordance with any other provisions hereof.

7.2.3 This Terms & Conditions may be terminated by PayPaddie without notice, where the Conditions Precedent are not fulfilled within 30 days of the Acceptance Date.

7.2.4 This Terms & Conditions may be terminated by a Party where: a) the other Party ceases or threatens to cease to carry on its business; b) bankruptcy or insolvency proceedings are instituted against the other Party; or c) the other Party is prohibited by any Applicable Laws or Overriding Government or Regulatory Action from fulfilling its obligations under this Terms & Conditions

7.2.5 The deletion of an Account shall not discharge the Subscriber from any obligation or liability which had already occurred before the deletion of that Account.

8 MISCELLANEOUS PROVISIONS

8.1.1 The Parties shall be relieved from liability under this Terms & Conditions upon the occurrence of Force Majeure. Consequently, In the event of any such Force Majeure, each Party shall bear its own loss.

8.1.2 Where a Force Majeure event lasts for more than 60 days or it is clear that a Force Majeure event shall last more than 60 days, either Party may immediately terminate this Terms & Conditions by giving notice in writing to the other Party.

8.2 Survival of Terms

The following terms of this Terms & Conditions shall by their nature survive the termination or expiration of this Terms & Conditions: a) Section 5 (Representations, Warranties, and Indemnity) b) Section 6 (Confidential Information and Related Matters) c) Section 8.11 (Governing Law); d) Section 8.4 (Notices); e) Section 8.7 (Severability); and f) this Section 8.2 (Survival of Terms).

8.3 Relationship of the Parties

8.3.1 Nothing in the Terms & Conditions shall constitute the Subscriber a partner, agent, representative or employee of PayPaddie. Except as otherwise expressly provided in this Terms & Conditions or otherwise agreed by the Parties in writing, the Subscriber is not PayPaddie’s agent and is not authorized to make any representation, contract or commitment on its behalf, and vice versa. Further, it is not the intention of the Parties to confer on a third-party beneficiary, any right of action in relation to the matters set out in this Terms & Conditions.

8.3.2 The Subscriber is responsible for the supervision, control, performance assessment and review, compensation, withholdings, and health and safety of its personnel, and the Subscriber shall not attempt to obtain any compensation or benefits from or through PayPaddie that PayPaddie provides to its own employees.

8.4 Notices

8.4.1 Except as otherwise agreed by the Parties, a notice given under this Terms & Conditions shall only be valid if it is in writing and delivered by hand or sent by registered or certified mail or express courier to the address of the Party stated on the first page of this Terms & Conditions or any address that may be subsequently notified by one Party to the other Party or by electronic mail.

8.4.2 Any notice delivered by hand shall be effective upon acknowledgement of receipt by the other Party or if by courier service, 48 hours after posting. Notices sent by email shall be effective upon transmission. The other Party shall acknowledge receipt of the email within 24 hours and where the other Party fails to acknowledge receipt within 24hours after transmission, a follow up email on the notice will be sent after which it will be concluded that transmission has occurred.

8.5 Assignment and Sub-contracting

8.5.1 Neither shall assign nor sub-let any of its rights or obligations under this Terms & Conditions without the prior written consent of the other Party, such consent not to be unreasonably withheld. Notwithstanding this provision, either Party may assign any of its rights or obligations to a parent company or subsidiary without the prior consent of the other Party, provided that the assigning Party has given prior notice of the proposed assignment to the other Party to this Terms & Conditions. The assigning Party shall make available to the other party a copy of any such assignment.

8.5.2 Both Parties shall ensure that every sub-contract or any assignment made pursuant to the terms of this Terms & Conditions shall incorporate the provisions of this Terms & Conditions.

8.6 Entire Terms & Conditions

This Terms & Conditions supersedes and merges all oral agreements, promises, understandings, statements, representations, warranties, indemnities and covenants, and all inducements prior to the making of this Terms & Conditions, relied upon by either Party, whether written or oral and embodies the parties’ complete and entire agreement with respect to the subject matter of this Terms & Conditions. No statement or agreement, oral or written, made before the execution of this Terms & Conditions shall vary or modify the written terms of this Terms & Conditions in any way whatsoever.

8.7 Severability

If any term or provision of this Terms & Conditions is determined to be illegal, unenforceable, or invalid in whole or in part for any reason, such illegal, unenforceable, or invalid provisions or part(s) of the same shall be stricken from this Terms & Conditions, and such provision shall not affect the legality, enforceability, or validity of the remainder of this Terms & Conditions, and the stricken provision shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision as is legally possible.

8.8 Waiver

The failure of any party to at any time require performance by the other of any provision hereof shall in no way affect the right of the party to require performance which may be due thereafter pursuant to such provision, and the waiver of a breach of any provision of this Terms & Conditions shall not be construed or held to be a waiver of any subsequent breach of such provision.

8.9 Mitigation and Contribution

8.9.1 The Parties will take all reasonable steps to mitigate any loss incurred by them under this Terms & Conditions.

8.9.2 To the full extent permitted by Applicable Laws, each Party’s liability to the other in contract, tort, negligence, strict liability, under statute, under an indemnity, or otherwise will be reduced to the extent, if any, to which the other contributed to the loss or damage or failed to mitigate the damage.

8.10 Overriding Government or Regulatory Action

8.10.1 Notwithstanding any other provision of this Terms & Conditions, PayPaddie shall comply with Applicable Laws. In the event that any of its obligations under this Terms & Conditions are affected by an Overriding Government or Regulatory Action, PayPaddie shall perform its obligations in such a manner as to comply with the relevant law or regulatory requirement as far as possible and will not thereby be liable for non-compliance with this Terms & Conditions

8.10.2 In the event of an Overriding Government or Regulatory Action, PayPaddie shall not be in breach of this Terms & Conditions by reason of the fact that its handling of any particular transaction deviates from the manner agreed as a result of the Overriding Government or Regulatory Action.

8.11 Governing Law

The Terms & Conditions and the relationship between PayPaddie and the Subscriber as it relates to the Platform shall be governed by the Laws of the Federal Republic of Nigeria.